Beijing Spc Environment Protection Tech Co.Ltd(002573) administrative measures for the implementation and assessment of restricted stock incentive plan in 2022
Beijing Spc Environment Protection Tech Co.Ltd(002573)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Beijing Spc Environment Protection Tech Co.Ltd(002573) (hereinafter referred to as “the company”) in order to further establish and improve the company’s long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of directors, senior managers and core backbone, effectively combine the interests of shareholders, the company and employees, and make all parties pay common attention to the long-term development of the company, To ensure the realization of the company’s development strategy and business objectives, on the premise of fully protecting the interests of shareholders, the company has formulated the Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “equity incentive plan” or “restricted stock incentive plan”).
In order to ensure the smooth implementation of the company’s equity incentive plan, Now, in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA FA FA Fa [2006] No. 175) and the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA FA FA FA FA FA FA FA Fa [2008] No. 171) These measures are formulated in accordance with the relevant provisions of relevant laws, administrative regulations, normative documents and the articles of association, such as the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178), and in combination with the actual situation of the company.
Article 1 assessment purpose
The purpose of formulating these measures is to strengthen the planning of the implementation of the company’s equity incentive plan, quantify the specific indicators set in the company’s equity incentive plan, promote the scientific, standardized and institutionalized assessment management of incentive objects, and ensure the realization of various performance indicators of the company’s equity incentive plan; At the same time, guide the incentive object to improve work performance, improve work ability, objectively and fairly evaluate the performance and contribution of employees, so as to provide objective and comprehensive evaluation basis for the implementation of this incentive plan.
Article 2 assessment principle
(I) the assessment and evaluation must adhere to the principles of fairness, openness and fairness, and be conducted in strict accordance with these measures and the performance of the assessment objects.
(II) combination of assessment indicators with the company’s medium and long-term development strategy and annual business objectives; Combine with the key work performance, work ability and work attitude of the incentive object, so as to improve the management performance and maximize the interests of the company and all shareholders.
Article 3 scope of assessment
The measures are applicable to all incentive objects determined in the incentive plan, including the company (including subsidiaries)
Beijing Spc Environment Protection Tech Co.Ltd(002573) administrative measures for the implementation and assessment of restricted stock incentive plan in 2022
Directors, senior managers and core backbone of the company. It does not include independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses, parents and children. All incentive objects must sign labor contracts or employment contracts with the company or subsidiaries within the assessment period of the incentive plan.
Article 4 assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for the organization and implementation of this equity incentive assessment; (II) the financial center, human resources department and other relevant departments are responsible for the collection and provision of relevant assessment data, and are responsible for the authenticity and reliability of the data;
(III) the human resources department shall establish an assessment team to be responsible for the specific assessment work and report to the salary and assessment committee;
(IV) the board of directors of the company is responsible for reviewing the assessment results.
Article 5 performance evaluation indicators and standards
Whether the restricted shares granted to the incentive object can be lifted will be jointly determined according to the assessment results of the company and individuals.
(I) company level performance assessment
The restricted shares granted by the incentive plan will be subject to annual performance evaluation and the restriction will be lifted in the fiscal year 2022-2024. The evaluation will be conducted once every fiscal year to meet the company’s performance evaluation objectives as one of the conditions for the lifting of the restriction.
The performance evaluation objectives for the release of restricted shares granted for the first time and reserved in the incentive plan are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
Based on the operating income in 2020, the growth rate of operating income in 2022 shall not be less than 46.00%
The first sales restriction period shall be lifted and shall not be lower than the average level of the same industry; The return on net assets in 2022 shall not be less than 7.00% and not low
At the average level of the same industry; Based on the R & D investment in 2020, the R & D investment will be recovered in 2022
The combined growth rate shall not be less than 20.00%.
Based on the operating income in 2020, the growth rate of operating income in 2023 shall not be less than 70.00%
The second sales restriction lifting period shall not be lower than the average level of the same industry; The return on net assets in 2023 shall not be less than 7.20% and not low
At the average level of the same industry; Based on the R & D investment in 2020, the R & D investment will resume in 2023
The combined growth rate shall not be less than 20.00%.
Based on the operating income in 2020, the growth rate of operating income in 2024 shall not be less than 94.00%
The third period of lifting the sales restriction shall not be lower than the average level of the same industry; The return on net assets in 2024 shall not be less than 7.50% and not low
At the average level of the same industry; Based on the R & D investment in 2020, the R & D investment will resume in 2024
The combined growth rate shall not be less than 20.00%.
Note: (1) the above return on net assets refers to the weighted average return on net assets. (2) The above financial indicators are subject to the audited and announced financial report of the company in the current year. (3) The same industry refers to “environmental protection – environmental governance” classified by Shenwan industry.
The performance assessment of the reserved part is consistent with the performance assessment year and assessment content of the first awarded part.
Beijing Spc Environment Protection Tech Co.Ltd(002573) administrative measures for the implementation and assessment of restricted stock incentive plan in 2022
During the period of lifting the sales restriction, the company shall handle the lifting of the sales restriction for the incentive objects who meet the conditions for lifting the sales restriction. If the company’s current performance level fails to meet the performance assessment target conditions during each release period, all restricted shares of incentive objects that can be released in the corresponding assessment year shall not be released, and the company shall repurchase and cancel them at the lower of the grant price and the market price. “Market price” refers to the closing price on the day when the board of directors of the company holds a meeting to consider the repurchase of the restricted shares of the incentive object, the same below.
(II) individual level performance appraisal
The individual assessment of incentive objects shall be conducted annually in accordance with these measures and the assessment methods for various incentive objects issued internally by Beijing Spc Environment Protection Tech Co.Ltd(002573) , and the proportion of lifting the sales restriction in the current year shall be determined according to the assessment results. The actual amount of lifting the sales restriction in the current year = the proportion of lifting the sales restriction × The individual plans to lift the sales restriction limit in the current year. At that time, the proportion of the incentive object to lift the sales restriction shall be determined according to the following table:
Assessment results a B C D
The proportion of lifting sales restrictions is 100% 80% 0%
The restricted shares whose restricted sales cannot be lifted in whole or in part in the current period due to the non-compliance of the performance assessment at the company level or the assessment at the individual level shall not be lifted or deferred to the next period, and shall be repurchased by the company according to the lower of the grant price and the market price.
Article 6 assessment period and times
(I) assessment period
When the sales restriction is lifted, the performance evaluation years are 2022, 2023 and 2024 respectively.
(II) assessment times
Once a year during the implementation of this incentive plan.
Article 7 assessment procedures
Under the guidance of the remuneration and appraisal committee of the board of directors, the human resources department of the company is responsible for the specific appraisal work, saves the appraisal results, forms a performance appraisal report on this basis and submits it to the remuneration and appraisal committee of the board of directors. The remuneration and assessment committee of the board of directors shall determine the qualification and quantity of incentive objects for lifting the sales restriction according to the assessment report.
Article 8 feedback and application of assessment results
(I) feedback and application of assessment results
1. The examinee has the right to know his own assessment results, and the salary and assessment committee shall notify the examinee of the assessment results within 5 working days after the end of the assessment.
2. If the examinee has any objection to the assessment results, he can report to the director within 5 working days after receiving the assessment notice
Beijing Spc Environment Protection Tech Co.Ltd(002573) administrative measures for the implementation and assessment of restricted stock incentive plan in 2022
The board will appeal to the salary and assessment committee, which shall review and determine the final assessment results within 10 working days.
3. The assessment results shall be used as the basis for the lifting of restrictions on the sale of restricted shares.
(II) filing of assessment results
1. After the assessment, the assessment results shall be archived and kept by the human resources department of the company as confidential information for a period of not less than 10 years.
2. In order to ensure the effectiveness of the performance record, no alteration is allowed on the performance record. If it is to be modified or re recorded, it must be signed by the party concerned.
Article 9 supplementary provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures.
(II) if the relevant provisions in these measures conflict with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan, they shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan. If there is no explicit provision in these measures, it shall be implemented in accordance with relevant national laws, administrative regulations, normative documents and this equity incentive plan.
(III) these measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the equity incentive plan comes into force.
Beijing Spc Environment Protection Tech Co.Ltd(002573) board of directors January 23, 2002
